Employment Agreement (Senior management)
This employment agreement is between AJOL Co., Ltd.("AJOL")
and Tetsushi Nishikawa ("Nishikawa"):
AJOL
Name: AJOL, Inc.
By: Yoshihiro Aota, Representative Director
Address: 52-2 Jingu-mae, Shibuya-ku, Tokyo
(SEAL OF COMPANY)
Nishikawa
Name: Tetsushi Nishikawa (SIGNATURE AND PERSONAL SEAL)
Address: TO COME
I Purpose
1.1 Nishikawa has been engaged to provide services
described in Section 2 below and AJOL will compensate
Nishikawa for such services.
1 Services to be provided
I Nishikawa will carry out the responsibilities
assigned to him by AJOL in the areas of sales,
operations, administration, finance, manufacturing,
logistics and distribution, recruiting, R&D and
others.
2 Place of employment
Standard place of employment be in Tokyo and adjacent Kanto
prefectures.
3 Working hours
4.1 Standard hours will be from 8:00 a.m. to 5:00 p.m.
4.2 Late shift hours will be from 10:00 p.m. from
1:00 p.m.
4.3 Holiday shifts will be from 9:00 a.m. to 5:00 p.m.
4.4 Recess for standard working hours will be from 12:00
p.m. to 1:00 p.m. and from 3:00 p.m. to 3:20 p.m. If
working beyond 8:00 p.m. on a standard hours shift
day, there will another recess from 6:00 p.m. Recess
during late shift from 3:00 p.m. to 3:20 p.m., and
from 6:00 p.m. to 7:00 p.m.
4.5 However, the working and recess hours may be changed,
depending on the needs required by the business of
the Company.
I Standard days off
Standard days off will be Saturdays, Sundays, national
holidays and other days determined by AJOL. 21-lowever,
Nishikawa may be required to work on standard days off and
given a compensating days off depending on the needs required
by the business of the Company. 3Except in an emergency,
Nishikawa will be given at least one-month notice when he is
required to work on standard days off.
4 When working on a standard days off is required, the
compensating days off will also be notified.
2 Adherence to working hours
1 Adherence to working hours will be self-imposed.
Absences greater than half a day or working on a day
off shall be reported on a prescribed form to AJOL.
Coming into the office after 1:00 pm or departing
before 12:00 p.m. shall be considered to be an
absence greater than half a day.
3 Annual Paid vacation
lAnnual paid vacations will become vested three months after
commencement of employment, providing an attendance greater
than 80% is achieved, Paid vacations may be taken from the
first day of the month following vesting at the rate of 10
days per year and 1 additional day per year for each
additional year worked (2 additional days per year after
employment of 3 years and 3 months), up to a maximum of 20
days per year.
EXHIBIT 10.3
2Approval of the president is required at least one day
before commencement of the vacation in writing. If the
president has left the office, notice shall be submitted to
the president by a facsimile to the president's residence and
when a facsimile cannot be used, notice is submitted by
leaving a message on the president's cellular phone. 3When
there is no notification by the preceding clause, it is
considered to be an unauthorized absence and cannot be
changed to annual paid holidays. 40nce a notice for working
on a standard day off is made, as specified in section 5.3
above, a paid vacation cannot be taken in the week
immediately following such a date. However, if Nishikawa must
take days off for unavoidable reasons, such day off may be
converted to compensating days off.
4 Employment Class, grade, and salary
1. The Employment class and the grade are M class 37
grade.
4.1.If 25 hours of overtime and 5 hours of night shift
is demanded, your compensation will be calculated
as follows:
Wages on job evaluation 362,310 yen (The unit
price for every six hours of working on a standard
days off is 16,640 yen)
+ Overtime allowance 69,917 yen
+ Night-shift allowance 2,773 yen
= Monthly salary 435.000 yen
1.1. For overtime and night shift allowances to be paid,
such time must be pre- approved.
2. Payment of monthly compensation is for the period
from the 16th of the previous month to 15th of the
current month and is payable on the 25th of the
current month.
1 Commuting allowance will be made according to
company regulations.
3. Absences greater than half day will be deducted at
the rate of annual compensation divided by (365-120)
per day.
4 Allowance for working on a standard day off
1) To receive allowance for working on a standard
day off, such time must be pre-approved. However,
even if it is pre-approved, the allowance will
not be paid if a compensating day off is taken.
2) When work is performed in the office on a
standard day off, seven hours will be deemed to
be worked for purposes of calculating the
allowance to be paid.
3) When work is performed at a distributors'
training session on a standard day off, six hours
will be deemed to be worked for purposes of
calculating the allowance to be paid.
4) When attending an Acube event or representing the
company on a standard day off such as distributor
sponsored functions or funerals, six hours will
be deemed to be worked for purposes of
calculating the allowance to be paid. However,
the allowance will not be paid if your
responsibilities for attending such event is not
dire.
5) When covering or attending a meeting on a
standard day off, four hours will be deemed to be
worked for purposes of calculating the allowance
to be paid.
6) Allowance for working on a standard day off will
not be paid for attendance at training sessions,
overseas business trips, in-house events,
weddings of employees or business associates.
7) Allowance for working on a standard day off for
the departure and return dates of a business trip
will not be paid if it is for travel only.
8) TOCOME
l Business trip allowances will be paid according
to company regulations.
1) Nishikawa will be required to submit a business
trip application by the day before a business
trip except in an emergency situation.
2) The per them allowance for accommodations is
12,000 yen per day, including tax.
EXHIBIT 10.3
3) The per them allowance for other expenses will
be 5,000 yen per day, except in cases where you
will be an instructor for distributor training:
Kanto lst region 3 Outside of Kantolst
prefectures region 3 prefectures
----------- --------------------
Instructor 2,500 yen 7,500 yen
Assistant instructor 2,000 yen 7,000 yen
Instructor trainee 1,500 yen 6,500 yen
Rookie instructor 1,000 yen 6,000 yen
Instructor assistant 5,000 yen
1) Actual expenses for accommodations exceeding
per them will be paid when accompanying the
president or customer.
2) Actual expenses for accommodations exceeding
per them will be paid in unavoidable
circumstances.
3) Acube events outside of the Kanto 1st region 3
prefectures in which Nishikawa carries great
responsibility for the event will be treated as
a regular business trip and the normal per them
will be provided.,
4) When attending training sessions, internal
events, "by invitation" events sponsored by
business associates, weddings of employee or
business associates, only transportation and
accommodations per them will be provided. The
per them allowance for other expenses will not
be provided.
5) The daily per them allowance for other expenses
will not be paid on the departure and return
dates if it is for the convenience of travel.
6) The daily per them allowance for other expenses
will be paid if the departure or return date
falls on a day off.
Bonus will be provided based on monthly
compensation. However, the timing of bonus payments
or suspensions of bonuses may be possible due to
unavoidable circumstances.
1) In each half of the year, one to three months'
monthly compensation may be paid, in general,
according to company results and evaluations.
2) In each year, the periods of measurement of
company results and evaluations will be from
October to-March and April through September.
As a general rule, payments will be made in
July and December.
3) To receive the bonus, Nishikawa must be
employed by AJOL at the payment date.
When the period of employment does not correspond
with the periods of measurement of company results,
tenure of employment will be rounded down to the
complete months of tenure and an adjusted amount
will be paid. 9. Sincerity and integrity
9.1 Nishikawa will carry out the duties and
responsibilities set forth by AJOL with sincerity
and integrity.
i. Approval of Nishikawa
10.1 Nishikawa approves and consents to this
agreement.
i Compensation for damages
I If AJOL suffer damages as a result of Nishikawa's
intentional acts or gross negligence, Nishikawa
will provide compensation for such damages. This
provision will be in effect even after the
termination of the remainder of the agreement. 12.
Duration of agreement
EXHIBIT 10.3
1. Duration of this agreement is from April 1, 2002
to March 31, 2003.
2. AJOL will notify Nishikawa at least 30 days
before the expiration of this agreement to renew or
not to renew this agreement at the termination of
this agreement.
Termination of agreement
13.1 AJOL may be released from this agreement for
violation of this agreement by Nishikawa or for
other cause.
13.2 AJOL may be released from this agreement with
30 days notice for unavoidable circumstances.
13.3 Nishikawa may be released from this agreement
with 14 days notice.
EXHIBIT 10.3